(as amended by Special Business at the AGM, June 11th 2009)
1 Name of the Society.
The name of the Society shall be the “Aviation Medical Society of New Zealand Incorporated”
2 Objects and Activities.
(a) The basic objects of the Society are :
(i) the cultivation and promotion of aviation medicine and related sciences or disciplines,
(ii) the provision of an authoritative body of opinion in relation to aviation medicine.
(b) The above objects may be supported by various activities, including (but not limited to) the following :
(i) the holding of periodic meetings of members,
(ii) the collection and dissemination by, or among members, of scientific knowledge and the publication of articles related to aviation medicine and related sciences and of its meetings,
(iii) the conducting of essay or other appropriate competitions open to medical or science undergraduates,
(iv) the endowment and support of research and development of aviation medicine, and
(v) the co-operation, affiliation or holding of joint conferences with bodies having similar objects, within Australasia or elsewhere, most importantly with the Australasian Society of Aerospace Medicine.
3 Interpretation and Definitions.
(a) Words or expressions contained in these Rules shall be interpreted in accordance with the general provisions of New Zealand law.
(b) In these Rules, expressions referring to writing shall be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.
(c) In these Rules –
(i) “General Meeting” means a general meeting of the members convened in accordance with Rules 15 – 17,
(ii) “Annual General Meeting” means a general meeting of members convened in accordance with Rule 15,
(iii) “Special General Meeting” means a general meeting of members convened in accordance with Rule 17,
(iv) “Scientific Meeting” means any meeting of members and guests in order to present and discuss papers, conduct panels, present poster displays, and otherwise promote the objects of the Society,
(v) “Triennial Scientific Conference” means the joint scientific meeting held in conjunction with the Australian Society every three years as described in Rule 16,
(vi) “Triennial General Meeting” means an Annual General Meeting held in conjunction with a Triennial Scientific Conference,
(vii) “Special Business” means any business for consideration at a general meeting of the Society which proposes an alteration to the Objects or Rules of the Society, to dissolve the Society, or as otherwise specified in these Rules as Special Business,
(viii) “Ordinary Business” means all other business of the Society, which may be conducted at any general meeting,
(ix) “Committee”, according to context, may mean any committee described in these Rules,
(x) “Ordinary Committee Member” means a member of a committee other than an officer of that committee,
(xi) “Officer”, according to context, may mean an officer of any committee described in these Rules,
(xii) “Committee Member”, according to context, may include officers and/or ordinary committee members of any committee described in these Rules,
(xiii) ''New Zealand Society” is an alternative name for the Society that may be used to distinguish from the Australian Society in the context of joint activities,
(xiv) “Australian Society” means the ‘Australasian Society off Aerospace Medicine”,
(xv) “Avmedia” ( or “JASAM”) means the scientific journal published jointly or separately by the Australian and New Zealand societies.
4 Committee Powers
The Committee is hereby empowered to conduct any lawful business which supports the attainment of the objects of the Society.
Such business includes but is not limited to, the following :
(a) the purchase, taking on lease or in exchange, and the hiring or otherwise acquiring of any real or personal property that may be deemed necessary or convenient for any of the objects of the Society,
(b) the buying, selling and supplying of, and dealing in, goods of all kinds,
(c) the construction, maintenance and alteration of building or works necessary or convenient for any of the objects of the Society,
(d) the accepting of any gift, whether subject to a special trust or not, for any of the objects of the Society,
(e) the taking of such steps from time to time as the committee or members in general meeting may deem expedient for the purpose of procuring contributions to the funds of the Society, whether by way of donations, subscriptions or otherwise,
(f) the printing and publishing of such newspapers, periodicals, books, leaflets, or other documents as the committee or the members in general meeting may think desirable for the promotion of the objects and purposes of the Society,
(g) the borrowing and raising of money in such manner and on such terms as the committee may think fit or as may be approved or directed by resolution passed at a general meeting, and securing the repayment of money so raised or borrowed or the payment of a debt or liability of the Society by giving mortgages, charges or securities upon or over all or any of the seal or personal property of the Society,
(h) the investment of any monies of the Society not immediately required for any of its objects in such manner as the committee may from time to time determine,
(i) the making of gifts, subscriptions, or donations to any funds, authorities or institutions,
(j) the establishment and support, or aiding in the establishment and support, of associations, institutions, funds, trusts, schemes, and conveniences calculated to benefit servants or past servants of the Society and their dependants, and the granting of pensions, allowances or other benefits to servants or past servants of the Society and their dependants, and the making of payments towards insurance in relation to any of those purposes,
(k) the establishment and support or aiding in the establishment and support, of any other association formed for any of the objects of the Society.
5 Constitution of Society Committee
(a) The officers of the Society shall comprise –
(iv) Treasurer, and
(v) New Zealand Editor of Avmedia or similar scientific journal.
(b) The Society committee shall comprise the officers of the Society together with one to four ordinary committee members.
(c) Members of the Society committee shall be elected at an Annual General Meeting of the Society and shall, subject to these Rules, hold office from the end of that meeting until the end of the next Annual General Meeting.
(d) In the normal course of events, elections for the Society committee will only be held every three years at the Annual General Meeting in the year following each Triennial Scientific Conference. Unless the committee receives unsolicited nominations for one or more positions on the committee prior to the intervening Annual General Meetings, the committee is not required to call for nominations or to hold elections for the committee at the intervening Annual General Meetings and the existing members of the committee are deemed to have been re-elected.
(e) In the event of a casual vacancy occurring in the committee, the committee may co-opt additional members and fill the vacancy. Such a co-opted committee member shall hold office until the next Annual General Meeting after being co-opted, at which meeting the vacancy shall be submitted to a vote.
6 Functions of the Society Committee and Society Officers
(a) President : shall, with the advice and direction of the committee, regulate all the proceedings of the Society. The President shall sign the minutes of General and Committee meetings. In the absence of the President, these duties shall be devolved on a deputy according to Rule 25 on Chairing a Meeting.
(b) Vice-President: shall discharge the following duties : assist the President in the execution of his or her duties; shall deputise for the President in his or her absence; and ensure the Society complies with all requirements of the Incorporated Societies Act 1908.
(c) Secretary : shall discharge the following duties : manage correspondence; pre-arrange with the President or deputy the order of business at meetings; arrange for the recording of minutes at meetings, and for the reading of these at the next appropriate meeting; receive and process nominations for membership of the Society (referring to the committee any nominations for Honorary membership, for ratification at a General Meeting); process any resignations, notify all new members in writing of their election; and ensure the maintenance of a register of the names and addresses of all members.
(d) Treasurer : shall discharge the following duties : ensure the proper receipt of all monies due to the Society; make all payments ordered by the committee; ensure that proper account is kept of all such receipts and payments; ensure that all returns required by Inland Revenue and the Registrar of Incorporated Societies are made; and present to the Annual General Meeting a written report of the financial state of the Society; signed by himself or herself and audited by a registered accountant.
(e) New Zealand Editor of Avmedia : shall, together with any counterpart in the Australian Society, be responsible for the editorial content and production of Avmedia.
(f) The committee shall carry out all other functions appropriate to the Society in accordance with these Rules.
(g) The President, Vice-President, Secretary and Treasurer shall constitute an executive, which may issue instructions on behalf of the Society on matters of urgency connected with the management of the affairs of the Society during the intervals between meetings of the committee. Where any such instructions are issued, the Executive shall report on these to the next meeting of the committee.
7 Membership of the Society
(a) There shall consist the following classes of membership of the Society :
(i) Full Members : who shall (subject to these Rules) be possessed of a qualification entitling them to be registered as medical practitioners in New Zealand or in any State of Australia and who are engaged in or interested in the practice of aviation medicine.
(ii) Associate members : who shall (subject to these Rules) be those persons not possessed of a qualification entitling them to be Full Members, whom the committee of the Society shall consider desirable to be associated with the Society. An Associate Member shall not be entitled to stand for election to the committee nor be entitled to vote at an election or ballot of the Society.
(iii) Honorary members : who shall (subject to these Rules) be persons normally Foundation or Full members, who shall be deemed to be of such eminence in the field of aviation medicine or to have given to the Society or its predecessors service of such an account as to merit this distinction. Honorary membership shall be conferred only by a resolution of a General Meeting of members and shall normally be for the recipient’s lifetime. The total number of such Honorary members should not normally exceed five percent of the total of all types of members.
(iv) Corporate Members : who shall (subject to these Rules) be organisations whom the committee shall from time to time consider desirable to be associated with the Society. A Corporate Member shall not be entitled to stand for election to any committee, nor shall they be entitled to vote at an election or ballot of the Society.
(v) Affiliate Members : those persons who are members of the Australian Society. An Affiliate Member shall, with the leave of the Chair of any meeting of the Society, be entitled to speak, but shall not be entitled to stand for election to any committee, nor shall they be entitled to vote at an election or ballot of the Society.
(vi) Foundation Members : those Full, Associate, Emeritus or Honorary members who were members of the Aviation medicine Society of Australia and New Zealand on 21st September 1996 and who transferred to the New Zealand Society. Foundation membership confers no special privileges in the Society.
(b) A person who is nominated and approved for membership as provided in these Rules is eligible to continue to be a member of the Society on payment of the annual subscription prescribed in or fixed under these Rules provided that no Honorary or Affiliate member shall be obliged to pay the annual subscription.
(c) A person who is not a member of the Society at the time of the incorporation of the Society shall not be admitted to membership unless nominated as provided in sub-rule (d) of this rule.
(d) Nomination of a person for Full or Associate membership of the Society –
(i) shall be made in writing on an application form created for this purpose by the committee, and signed by two members of the Society,
(ii) the application shall include the written consent of the person nominated and shall have attached the current fee for such membership, and
(iii) shall be lodged with the Secretary of the Society.
(e) The Secretary shall determine if a nomination for Full or Associate membership is valid or, if there is any doubt, refer the nomination to the committee for approval.
(f) Upon the acceptance of a valid nomination for Full or Associate membership, the Secretary shall with as little delay as possible –
(i) enter the nominee’s name in a register of members to be kept by the secretary, whereupon the nominee becomes a member of the Society, and
(ii) notify the nominee, in writing, of this action
(g) Nomination of a person for Honorary or Corporate membership of the Society :
(i) shall be made in writing and signed by two members of the Society,
(ii) in the case of Corporate membership, the written consent of a person authorised on behalf of the organisation to accept nomination may be endorsed on the letter of nomination, and
(iii) shall be lodged with the secretary of the Society.
(h) As soon as is practicable after the receipt of a nomination, the Secretary shall refer a nomination for Honorary or Corporate membership to the committee –
(i) Upon nomination for Honorary or Corporate membership being approved by the committee, the Secretary shall with as little delay as possible -
(ii) enter the nominee’s name in a register of members to be kept by the Secretary, whereupon the nominee becomes a member of the Society, and
(iii) notify the nominee in writing of this decision which, in the case of Corporate membership, takes effect upon receipt of the sum payable by or on behalf of the nominee as the first years subscription.
(i) A member of the Society may, at any time, resign from the Society by delivering or sending by post to the Secretary, a written notice of resignation.
(j) Upon receipt of a notice under sub-rule (i) of this rule, the secretary shall remove that members name from the register, whereupon that member ceases to be a member of the Society.
(k) A right, privilege, or obligation of a person by virtue of membership of the Society –
(i) is not permitted to be transferred to another person, and
(ii) terminates upon the cessation of this membership, whether by death, resignation, or otherwise.
(l) A Full member shall be liable to contribute towards payment of liabilities of the Society on a winding-up, up to the equivalent of one years subscription, but not otherwise. Other classes of members shall not be liable to so contribute.
8 Income and Property of the Society
(a) The income and property of the Society, however derived, shall be applied solely towards the promotion of the objects of the Society and no portion thereof shall be paid or transferred, directly or indirectly, to any member of the Society.
(b) Nothing in the foregoing provisions of this rule prevents the payment in good faith to a servant or member of the Society of –
(i) remuneration in return for services actually rendered to the Society by the servant or member or for goods supplied to the Society by the servant or member in the ordinary course of business,
(ii) interest at current bank overdraft rate on money lent,
(iii) a reasonable and proper sum by way of rent for premises let to the Society by the servant or member, or
(iv) endowment and support of research and development of aviation medicine.
9 Accounts, Receipts and Expenditure
(a) True accounts shall be kept –
(i) of all sums of money received and expended by the Society and the manner in respect of which the receipt or expenditure takes place, and
(ii) of the property, credits, and liabilities of the Society, and subject to any reasonable restrictions as to time and manner of inspecting them that may be imposed by the Society for the time being, those accounts shall be open to the inspection of the members of the Society.
(b) The Treasurer of the Society shall faithfully keep all general records, accounting books, and records of receipt and expenditure connected with the operations and business of the committee in such form and manner as the committee may direct.
(c) The accounts, books and records referred to in sub-rules (a) and (b) of this rule shall be kept at the Society’s office or at such other place as the committee may decide.
10 Banking and Finance
(a) The Treasurer of the Society shall, on behalf of the Society, receive all monies paid to the Society, issue a tax invoice as required by legislation, and, on request, issue an official receipt.
(b) The committee shall maintain with such bank as the committee selects a banking account in the name of the Society into which all monies received shall promptly be paid by the Treasurer.
(c) The committee may receive from the Society’s bank or bankers for the time being the cheques drawn by the Society on any of its accounts with the bank or bankers and may release and indemnify the bank or bankers from and against all claims, actions, suits or demands that may be brought against the bank or bankers arising directly or indirectly out of those cheques or the surrender thereof to the Society.
(d) Except with the authority of the committee, no payment of a sum exceeding fifty dollars shall be made from the funds of the Society otherwise than by cheque drawn on the Society’s bank account, but the committee may provide the Treasurer with a sum to meet urgent expenditure, subject to the observance of such conditions in relation to the use and expenditure thereof as the committee may impose.
(e) No cheques shall be drawn on the Society’s bank account except for the payment of expenditure that has been authorised by the committee.
(f) All cheques, drafts, bills of exchange, promissory notes, and other negotiable instruments shall be signed, by such members of the committee as the committee may nominate for that purpose.
(a) At each Annual General Meeting of the Society, the members present shall appoint a person who is not a member of the Society as the auditor of the Society.
(b) A person so appointed shall hold office until the end of the next Annual General Meeting and shall be eligible for reappointment.
(c) If an appointment is not made at an Annual General Meeting, the committee shall appoint an auditor of the Society, until the next Annual General Meeting.
(d) If a casual vacancy occurs in the office of auditor during the course of the financial year of the Society, the committee may appoint a person as the auditor and the person so appointed shall hold office until the next Annual General Meeting.
12 Audit of Accounts
(a) Once at least in the financial year the accounts of the Society shall be examined by the auditor. The financial year of the Society shall be the period ending 31st March each year.
(b) The auditor shall certify as to the correctness of the accounts of the Society and shall report this to the members present at the Annual General Meeting.
(c) In this report, and in certifying to the accounts, the auditor shall –
(i) state whether the required information has been obtained for this report,
(ii) give an opinion whether the accounts are properly drawn up so as to exhibit a true and correct view of the financial position of the Society according to the available information and the explanations given to the auditor and as shown by the books of the Society, and
(iii) whether the rules relating to the administration of the funds of the Society have been observed.
(d) The Treasurer of the Society shall cause to be delivered to the auditor a list of all the accounts, books and records of the Society.
(e) The auditor : -
(i) has a right of access to the accounts, books, records, vouchers and documents of the Society,
(ii) may require from the servants of the Society such information and explanations as may be necessary for the performance of the duties of the auditor,
(iii) may employ assistants in investigating the accounts of the Society, and
(iv) may, in relation to the accounts of the Society, examine any member of the committee or any servant of the Society.
13 Subscriptions and Levies
(a) The subscription year shall be the same as the financial year, as provided in Rule 12 (a). The Society in Annual General Meeting shall fix the annual subscriptions for each class of membership which shall be payable in advance on 1st April each year, except that subscriptions from new members joining in the final quarter (1st January to 31st March) shall be deemed to cover the remainder of that, and also of the subsequent, financial year.
(b) The Society, as a matter of special business, may levy a charge on each member not exceeding in any one year, an amount equal to twice the annual subscription of the member for such a year.
(c) Honorary and Affiliate members shall not be required to pay subscriptions or levies.
(a) Any member whose subscription or levy is unpaid by 30th September shall be reminded of this by the Treasurer and shall cease to be a member if this and/or the subsequent subscription or levy is not paid by the 31st March of the current year.
15 Annual General Meetings
(a) The Society shall, in each year, hold an Annual General Meeting. In any year in which a Triennial Scientific Conference is held the Annual General Meetings shall be held in conjunction with Triennial Scientific Conference.
(b) The Annual General Meeting shall be held on such day (being not later than six months after the close of the financial year of the Society) as the committee may determine.
(c) The Annual General Meeting shall be specified as such in a notice from the secretary concerning it.
(d) The ordinary business of the Annual General Meeting shall be –
(i) to confirm the minutes of the last preceding Annual General Meeting, and of any general meeting held since that meeting.
(ii) to receive from the committee, auditor and servants of the Society reports upon the transactions of the Society during the last preceding financial year.
(iii) to fill the vacancies, in accordance with Rule 5, occurring amongst the officers and the ordinary committee members of the Society.
16 Joint Triennial Scientific Conference
(a) It shall be proper for the committee to agree to holding a Joint Triennial Scientific Conference with the Australian society, alternately in Australia and New Zealand (and be managed by the host country). The Annual General Meeting shall be held in conjunction with the Joint Triennial Scientific Conference.
(b) When, every six years or other interval agreed to with the Australian Society, the Annual General Meeting is held in Australia, the requirements for a quorum are suspended for all business except that no special business or resolutions on matters of confidence may be discussed unless the normal requirements for a quorum are met.
17 Special General Meetings
(a) The committee may convene a Special General Meeting of the Society, whenever it thinks fit.
(b) Any business discussed at a Special General Meeting is to be considered as special business.
(c) Upon the requisition in writing of not less than ten members to the committee, the committee shall convene a Special General Meeting of the Society.
(d) A requisition for a Special General Meeting shall state the objects of the meeting and shall be signed by the requisitioners and deposited at the office of the Society and may consist of several documents in the like form, each signed by one or more of the requisitioners.
(e) The committee shall notify members in writing of this requisition and of a proposed date for the special general meeting within twenty-one days from the date on which it received the requisition.
(f) The committee may defer consideration of the business to be considered at a special general meeting to the next annual general meeting to be discussed either as one or more special resolutions or as one or more proposals for which notice has been given. Only when the matter is of extreme urgency, concerning the survival of the Society, shall this practice not be followed.
(g) If the committee does not promptly set a satisfactory date for the Special General Meeting any of the requisitioners may convene a Special General Meeting for the sole purpose of determining a vote of no confidence in the committee’s handling of the matter; and if such a vote is carried by a majority of those present, the meeting may determine a more suitable date for the requested Special General Meeting, and must nominate, from those who attend, a sub-committee charged with issuing written notification of the forthcoming Special General Meeting to all Society members.
(h) A Special General Meeting convened by requisitioners in pursuance of these rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the committee, and all reasonable expenses incurred in convening the meeting shall be refunded by the Society to the persons incurring them.
18 Scientific Meetings
(a) Scientific meetings may be held independently of, or in conjunction with, any General Meeting of the Society; or in conjunction with any meeting of any other organisation. The place, date and agenda of scientific meetings shall be determined by the committee except as provided in Rule 16 on joint Triennial Scientific Conferences.
(b) Any Medical Practitioner who is able to be registered in Australia or in New Zealand, or any person engaged in activities related to aviation medicine not being a member of the Society, may attend a scientific meeting of the Society on being introduced by a member of the Society, at the discretion of the President.
(c) Any Medical Practitioner who is able to be registered in Australia or in New Zealand not being a member of the Society, or any person engaged in activities related to aviation medicine, may be invited by the committee to present a paper at a scientific meeting of the Society.
19 Notices of General Meetings
(a) The Secretary of the Society shall, at least fourteen days before the date fixed for holding a General Meeting of the Society, or twenty-one days before the date fixed for the holding of an Annual, Triennial or Special General Meeting, or any meeting at which Special Business is to be considered, cause to be forwarded written notice of such meeting together with a copy of the agenda to each member.
(b) In the case of an Annual, Triennial or Special General Meeting, or meeting to consider a Special Resolution, the appropriate Secretary shall send members an agenda, papers summarising the purpose of the meeting, and details of any Notices of Motion.
20 Business and Quorum of General Meetings
(a) Special Business, as defined in Rule 3 (c), may only be conducted in accordance with that definition. A quorum for Special Business shall be five percent of the total membership, eligible to vote (i.e. Full and Honorary members).
(b) Except where the Rules for certain types of Special Business require a higher number, eight members personally present (being members under these rules entitled to vote thereat) constitute a quorum for the transaction of the business of a General Meeting.
(c) Except as provided for in Rule 16, no item of business shall be transacted at a General Meeting unless a quorum of members entitled under these rules to vote is present during the time when the meeting is considering that item.
(d) If within one hour after the appointed time for the commencement of a General Meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; and in any other case it shall stand adjourned to a subsequent meeting on the same day in the next week, at the same time (and unless another place is specified by the Chairman at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place. If at the subsequent meeting a quorum is not present within one hour after the time appointed for the commencement of the meeting, the meeting shall be dissolved.
21 Chairing of a Meeting
(a) The President shall chair every General Meeting of the Society, and meeting of the committee. In the absence of the President, a deputy shall conduct the President’s duties, and the order of precedence for this purpose shall be to the Vice-President, then to the Treasurer. If all these officers are absent, the members present shall elect one of their number to chair the meeting.
22 Adjournment of General Meetings
(a) The chair of a general meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting to an alternative meeting but no business shall be transacted at such alternative meeting other than the business left unfinished at the adjourned meeting.
(b) Where a meeting is adjourned for fourteen days or more, notice of the alternative meeting shall be given as in the case of the adjourned meeting.
(c) Except as provided in the foregoing provisions of this Rule, it is not necessary to give any notice of an alternative to an adjourned meeting.
23 Voting at General Meetings
(a) Voting may be determined as the Chair chooses unless before, or on the declaration of a result, a ballot or show of hands is demanded by any one member. Unless a ballot is so required, the chairman may declare that a resolution has been carried, or carried unanimously, or carried by a particular majority or lost, and an entry to that effect in the minute book of the Society is evidence of the fact.
(b) Upon any question arising at a general meeting of the Society, a member has one vote only, and all votes shall be given personally, except that in the case of an equality of voting on a question the chairman of the meeting is entitled to exercise a second or casting vote.
(c) If at a meeting a vote on any question is demanded it shall be taken at that meeting in such manner as the chairman may direct, and the result of the vote shall be deemed to be the resolution of the meeting on that question.
(d) A vote that is demanded on the election of a chairman, or on a question of adjournment, shall be taken forthwith and a vote that is demanded on any other question shall be taken at such time before the close of the meeting as the chairman may direct.
24 Election of Committee Members
(a) Nominations of candidates for election as officers or as ordinary committee members of the Society –
(i) shall be invited by the Secretary for election at an Annual General meeting according to Rules 5 and 15,
(ii) shall be made in writing signed by two members of the Society and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination), and
(iii) shall be delivered to the Secretary of the Society at least ten days before the date fixed for the holding of the appropriate General meeting.
(b) If insufficient nominations are received to fill all vacancies, the candidates nominated shall be deemed to be elected and further nominations shall be received at the relevant general meeting.
(c) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.
(d) If the number of nominations exceeds the number of vacancies to be filled, a vote shall be held.
(e) The voting for the election of officers shall be conducted in such usual and proper manner as the chairman may direct.
25 Vacation of Office
(a) For the purposes of these rules, the office of an officer of the Society or of a committee member becomes vacant if the officer or committee member –
(ii) becomes bankrupt or applies to take or takes advantage of any law relating to bankrupt or insolvent debtors or compounds with creditors,
(iii) becomes of unsound mind,
(iv) resigns the office in writing addressed to the committee,
(v) fails, without leave granted by the committee, to attend three consecutive meetings of the committee,
(vi) is no longer eligible to be or ceases to be a full or honorary member of the Society, or
(vii) fails to pay all arrears of subscription due within fourteen days after receiving a notice in writing from a responsible officer in the committee stating that the officer or committee member has ceased to be a financial member of the Society.
26 Meetings of Committee
(a) The committee shall meet at such times and in such places as the committee may determine.
(b) The committee may hold a meeting by teleconference or similar electronic means. Such a meeting, provided the general requirements for committee meetings in these rules are still met, any such teleconference shall be considered to have the same status as if the committee members had met in person.
(c) Special meetings of the committee may be convened by the President or any three of its members.
(d) Notice shall be given to members of the committee of any special meeting, specifying the general nature of the business to be transacted, and no other business shall be transacted at such a meeting.
(e) Any three members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.
(f) No business shall be transacted unless a quorum is present and if within half-an-hour of the time appointed for the meeting a quorum is not present, the meeting will stand adjourned to the same place at the same hour of the same day in the following week unless the meeting was a special meeting, in which case it lapses.
(g) At meetings of committees the order of precedence for the chair is as provided in Rule 21.
(h) Questions arising at meetings of the committee, or of any sub-committee appointed by the committee, shall be determined on a show of hands, or if demanded by a member by a poll taken in such manner as the person presiding at the meeting may determine.
(i) Each member present at a meeting of the committee or of any sub-committee appointed by the committee (including the person presiding at the meeting) is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
(j) Written notice of each committee meeting shall be served personally on each member of the committee at a reasonable time before the meeting or by posting a pre-paid letter addressed to them at their usual or last known place of abode to arrive in reasonable time before the date of the meeting.
27 Disclosure of Interest in Contracts etc
(a) A member of the committee who is interested in any contract or arrangement made or proposed to be made with the Society shall disclose this interest at the first meeting of the committee at which the contract or arrangement is first taken into consideration, if such interest then exists, or, in any other case, at the first meeting of the committee after the acquisition of this interest.
(b) If a member of the committee becomes interested in a contract or arrangement after it is made or entered into, this interest must be disclosed at the first meeting of the committee after it arises.
(c) No member of the committee having such interest shall vote as a member of the committee in respect of any contract or arrangement involving this interest and a vote made in contravention of this rule shall not be counted.
(a) The committee may at any time appoint a sub-committee from the committee as it may think fit and shall prescribe the powers and functions thereof.
(b) The committee may co-opt as members of a sub-committee such persons as it thinks fit, whether or not those persons are members of the Society, but a person so co-opted is not entitled to vote.
(c) Two appointed members of a sub-committee constitute a quorum at a meeting of the sub-committee.
(d) The Secretary is responsible for calling meetings of a sub-committee.
(e) Written notice of each sub-committee meeting shall be served personally on each member of the sub-committee at a reasonable time before the meeting or by posting a pre-paid letter addressed to them at their usual or last known place of abode to arrive in reasonable time before the date of the meeting.
(a) A Notice may be served by or on behalf of the Society upon any member either personally or by sending it through the post in a pre-paid letter addressed to the members usual or last known place of abode.
30 Expulsion of Members
(a) The committee may expel a member of the Society if, in the opinion of the committee, the member has been guilty of conduct detrimental to the interests of the Society.
(b) The expulsion of a member pursuant to sub-rule (a) of this rule does not take effect –
(i) until the expiration of fourteen days after the service on the member of a notice under sub-rule (c) of this rule, or
(ii) if the member exercises the right of appeal under this rule, until the conclusion of the special general meeting convened to hear the appeal, whichever is the later date.
(c) Where the committee expels a member from the Society the Secretary shall, without undue delay, cause to be served on the member a notice in writing –
(i) stating that the committee has expelled the member
(ii) specifying the grounds for the expulsion, and
(iii) advising of the members right to appeal against the expulsion under sub-rule (d).
(d) A member receiving such notice may appeal against the expulsion at a special general meeting. Such a meeting may be demanded by a requisition in writing delivered or sent by post to the Secretary within fourteen days after receiving that notice.
(e) Upon receipt of a requisition under sub-rule (d) of this rule, the Secretary shall forthwith notify the committee of its receipt and the committee shall cause a special general meeting of members to be held within twenty-one days after the date on which the requisition is received by the secretary, giving members fourteen days notice of this meeting.
(f) At a special meeting convened for the purpose of this Rule –
(i) no business other than the question of the expulsion shall be transacted,
(ii) the committee may place before the meeting details of the grounds of the expulsion and the committee’s reasons for the expulsion,
(iii) the expelled member shall be given an opportunity to be heard, and
(iv) the members present shall vote by secret ballot on the question whether the expulsion should be lifted or confirmed.
(g) If at the special general meeting a majority of members present vote in favour of the lifting of the expulsion, the expulsion shall be deemed to have been lifted and the expelled member is entitled to continue membership of the Society.
(h) If at the special general meeting a majority of members present vote in favour of the confirmation of the expulsion, the expulsion takes effect and the expelled member ceases to be a member of the Society.
31 Alteration of the Rules
(a) The Rules may be amended by resolution at a General Meeting. Any such resolutions are to be treated as Special Business.
(b) Notice and some explanation of the proposed amendment shall be included in the notice calling the General Meeting.
(c) An amendment to the Rules of the Society shall not be effective until it is approved by the Commissioner of Inland Revenue and the Registrar of Societies.
(d) Notwithstanding sub-rule (c) of this rule, the Society may at the general meeting at which an amendment to the Rules of the Society has been carried, consider further provisional resolutions contingent on the approval to the amendment to the Rules of the Society, provided that these further resolutions will be considered null and void should approval to the amendment to the Rules not be granted.
(e) It shall be proper for a member to raise a point of order if he or she considers the effect of provisional resolutions made under sub-rule (d) being considered null and void would have a serious adverse effect on the Society.
32 Seal of the Society
(a) The Seal of the Society shall be in the form of a rubber stamp, inscribed with the name of the Society encircling the word “Seal”.
(b) The Seal of the Society shall not be affixed to any instrument except by the authority of the committee and the affixing thereof shall be attested by the signature either of two members of the committee or of one member of the committee and of the Secretary of the Society or such other person as the committee may appoint for that purpose, and that attestation is sufficient for all purposes that the Seal was affixed by authority of the committee.
(c) The Seal shall remain in the custody of the Secreatry.
(a) The Society shall be dissolved if a resolution that it be dissolved at a certain date be passed by a simple majority at
(b) Upon the Society being dissolved all of the property and assets shall be sold and realised and the net proceeds after payment and discharge of all liabilities (if any) shall be transferred to such other organisation or organisations having objects wholly or in part similar to the objects of the Society, as is resolved by a majority of members of the Society at a general meeting.
(c) In the event of the Society being dissolved, the net proceeds of the Society shall be transferred to the Patterson trust.
(d) In the event that the relevant Trust no longer exists, the net proceeds shall be transferred to a similar organisation or organisations as is resolved by the majority of members of the Society at a general meeting. Under no circumstances may the net proceeds
of the Society be distributed directly or indirectly to the Members of the Society.